TCR_Public/170513.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Saturday, May 13, 2017, Vol. 21, No. 132

                            Headlines

CAESARS ENTERTAINMENT: Gains $58.3 Million Net Income in March
PARAGON OFFSHORE: Net Loss Decreases to $12.01 Million in March
RMS TITANIC: Files Monthly Operating Report for March
VIOLIN MEMORY: Posts $2.33 Million Net Loss in March

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CAESARS ENTERTAINMENT: Gains $58.3 Million Net Income in March
--------------------------------------------------------------
Caesars Entertainment Operating Company, Inc. (CEOC), a majority
owned subsidiary of Caesars Entertainment Corporation, et. al.,
filed with the U.S. Securities and Exchange Commission its monthly
operating report for March 2017.

The Debtor's statement of operations for March showed a net
income of $58.3 million on net revenue of $352.0 million, an
increase from $29.6 million net income recorded for February.

As of March 31, 2017, the Debtor posted $11.41 billion in total
assets, $21.61 billion in total liabilities, and a $10.21 billion
total shareholders' deficit.

A copy of the monthly operating report is available for free at
the
SEC at:

                       http://bit.ly/2q9dYlO  

                     About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies.  Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names.  The Company has its
corporate headquarters in Las Vegas.  Harrah's announced its
re-branding to Caesar's in mid-November 2010.

In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors.  As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No.  15-10047) on Jan. 12, 2015.  The bondholders are represented
By Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill.  Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

Kirkland & Ellis serves as the Debtors' counsel.  AlixPartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.

The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.

The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
The examiner retained Winston & Strawn LLP, as his counsel;
Alvarez & Marsal Global Forensic and Dispute Services, LLC, as
financial advisor; and Luskin, Stern & Eisler LLP, as special
conflicts counsel.

                       *     *     *

On Jan. 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc.
and
its affiliated debtors.






PARAGON OFFSHORE: Net Loss Decreases to $12.01 Million in March
---------------------------------------------------------------
Paragon Offshore plc, et. al., filed with the U.S. Securities and
Exchange Commission their monthly operating report for March
2017.

Paragon Offshore plc reported a net loss of $12.01 million on
$3.92
million of operating revenues for March, lower as compared to
$14.53
million net loss recorded for February.

As of March 31, 2017, Paragon Offshore plc posted total assets
of $4.03 billion, total liabilities of $2.60 billion, and $1.43
billion in total shareholders' equity.

At March 1, 2017, the Debtors had $522.71 million cash.  They
listed
$16.25 million in total receipts and $31.30 million in total
disbursements.  The Debtors had $496.63 million cash at March 31.

A copy of the monthly operating report is available at the SEC at:

                   http://bit.ly/2poFYET  

                   About Paragon Offshore

Paragon Offshore plc (OTC: PGNPQ) --http://www.paragonoffshore.com/

-- is a global provider of offshore drilling rigs. Paragon is a
public limited company registered in England and Wales.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy
petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel;
Richards, Layton & Finger, P.A. as local counsel; Lazard Freres &
Co. LLC as financial advisor; Alixpartners, LLP, as restructuring
advisor; PricewaterhouseCoopers LLP as auditor and tax advisor;
and
Kurtzman Carson Consultants as claims and noticing agent.

No request has been made for the appointment of a trustee or an
examiner in the cases.

On Jan. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as main counsel to the Committee and
Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The
committee retained Ducera Partners LLC as financial advisor.

Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent
under the Senior Secured Revolving Credit Agreement, dated as of
June 17, 2014, and (b) as collateral agent under the Guaranty and
Collateral Agreement, dated as of July 18, 2014, are Sandeep
Qusba,
Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher &
Bartlett
LLP.

Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath &
Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and
Kimberly A. Brown, Esq.

Counsel to Cortland Capital Market Services L.L.C. as
administrative agent under the Senior Secured Term Loan Agreement,
dated as of July 18, 2014, are Arnold & Porter Kaye Scholer
LLP’s
Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G.
Primoff, Esq.

Delaware counsel to Cortland Capital Market Services L.L.C. are
Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M.
Murphy, Esq.; and D. Ryan Slaugh, Esq.

Counsel to Deutsche Bank Trust Company Americas as trustee under
the Senior Notes Indenture, dated as of July 18, 2014, for the
6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024,
are Morgan, Lewis, & Bockius LLP’s James O. Moore, Esq.;
Glenn E.
Siegel, Esq.; and Joshua Dorchak, Esq.

                              * * *

Paragon Offshore plc, et al., filed with the U.S. Bankruptcy Court
for the District of Delaware a third joint Chapter 11 plan and
disclosure statement. Each holder of an allowed Class 5 General
Unsecured Claim will be entitled to receive cash in the amount
equal to the lesser of (a) 26% of the amount of the
holder’s
allowed claim and (b) its pro rata share of $5,000,000, or a
higher
amount as may be agreed between the Debtors and the requisite
lenders. This class is impaired by the Plan. Plan distributions of
cash will be funded from the Debtors’ and the Reorganized
Debtors’ cash collateral or unencumbered cash, as the case
may
be, in accordance with the terms of the Plan.

A copy of the Third Joint Plan is available at:

          http://bankrupt.com/misc/deb16-10386-1234.pdf


RMS TITANIC: Files Monthly Operating Report for March
-----------------------------------------------------
RMS Titanic, Inc., filed with the U.S. Securities and Exchange
Commission its monthly operating report for March 2017.

RMS Titanic, Inc., did not post a list of its assets and
liabilities.

It also listed zero receipts and disbursements for the month.

A copy of the monthly operating report is available at the SEC at:

                    http://bit.ly/2pnSrsp

                 About About RMS Titanic, Inc.

Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a presenter of museum quality exhibitions throughout
the world.  Premier --http://www.PremierExhibitions.com/--  
develops and displays unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition,
BODIES...The Exhibition, Tutankhamun: The Golden King and the
Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic.  The success of
Premier Exhibitions lies in its ability to produce, manage, and
market exhibitions.

RMS Titanic and seven of its subsidiaries filed voluntary
petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016.  Former Chief
Financial Officer and Chief Operating Officer Michael J. Little
signed the petitions.  The Chapter 11 cases are assigned to Judge
Paul M. Glenn.

The Debtors estimated both assets and liabilities of $10 million
to
$50 million.

Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016,
appointed three creditors to serve on the official committee of
unsecured creditors of RMS Titanic, Inc., and its affiliates.  The
Committee hired Storch Amini & Munves PC and Thames Markey &
Heekin, P.A. as counsel.


VIOLIN MEMORY: Posts $2.33 Million Net Loss in March
----------------------------------------------------
Violin Memory, Inc., filed with the U.S. Securities and Exchange
Commission its monthly operating report for the month of March
2017.

The Debtor's statement of operations reflected a net loss of $2.33
million on $995,246 of total revenue for March, an increase from
$1.86
million net loss posted for February.

As of March 31, 2017, the Debtor had $25.90 million in total
assets, $150.71 million in total liabilities, and $124.81 million
in total stockholders' deficit.

At the start of the month, the Debtor had $4.35 million cash.  It
had total receipts of $4.06 million and total disbursements of
$2.13 million.  At month end, the Debtor had $6.28 million cash.

A copy of the monthly operating report is available at the SEC at:

                    http://bit.ly/2pDlXXp
      
                  About Violin Memory, Inc.

Violin Memory, Inc., develops and supplies memory-based storage
systems for high-speed applications, servers and networks in the
Americas, Europe and the Asia Pacific.  Founded in 2005, the
Company is headquartered in Santa Clara, California.

Violin Memory sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 16-12782) on Dec. 14, 2016.  The
petition was signed by Cory J. Sindelar, chief financial officer.

At the time of the filing, the Debtor disclosed $38.93 million in
assets and $145.4 million in liabilities.

Pillsbury Winthrop Shaw Pittman LLP serves as the Debtor's legal
counsel while Justin R. Alberto, Esq. and Scott D. Cousins, Esq.,
at Bayard, P.A., serves as co-counsel.  The Debtor has hired
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker. Prime Clerk LLC serves as administrative advisor.

The U.S. Trustee, on Dec. 27, 2016, named three creditors to serve
on the official committee of unsecured creditors Wilmington Trust,
N.A., Clinton Group, Inc., and Forty Niners SC Stadium Company LC.

The Committee hired Cooley LLP as lead counsel, and Elliot
Greenleaf as its Delaware counsel.  The panel also retained DAK
Group, Ltd., as financial advisor and investment banker.


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Troubled Company Reporter is a daily newsletter co-published
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